For disclaimers, see chapter one! Long paragraphs in italics indicate flashback segments.

Yes, this'll get shippy, but not beyond reasonable means of endurance.

Leela rested in Fry's embrace. He was right. Maybe good memories would drive away the painful ones that haunted her nightly.

She closed her eye, allowing a the old days to return with a clear familiarity...

No one had taught her the basics of love. A childhood in an Orphanarium and a few years working at her 'pre-destined' job had driven faith from her soul and made Leela wary before her time.

But underneath her skin lay a deep loneliness that had gone unsatisfied for years. What happened in 3003, therefore, felt miraculous.

She had a space bee and a cardboard box to thank for that.

3003

You have to tell someone. Now.

She tried to ignore the voice at the back of her consciousness, but couldn't stop her weary mind.

No, maybe I should wait. We have four deliveries to get through; plenty of important things to take care of, and you certainly don't want to distract yourself with guilt after spilling out your thoughts about...

"Fry, damnit! Wake up!"

She jumped as the Professor's words rang through the lounge. Fry had leapt awake as well; he began apologizing wildly to Farnsworth, who glared at him without an iota of forgiveness.

She glanced over her shoulder. Her gaze briefly locked with Fry's; then she looked away. Leela knew exactly why Fry was sleeping the morning away: his body was still recovering from the vigil at her bedside.

The day passed smoothly, a rarity at Leela's job. Amy had plans to rendezvous with Kif; Fry and Bender had planted themselves in front of the television in the lounge, and the Professor had locked himself away in his lab. Leela made the simple decision to head home with some take-out.

After feeding Nibbler and eating, her restless mind took over once more. Frustrated, she busied herself with some light exercise. Better not to wonder why her unconscious mind had obsessed with him during her coma. And that alternative universe version of her had married him...

She paused, wondering how many other-worldly Leelas had married other-worldly Frys? The other Leela had insisted that she didn't know what she was missing. That had opened an entire world of possibility inside her mind.

She laughed at the absurdly dramatic thought. She had been married to Fry once before, but thanks to the time-jumps their union had lasted less than a minute. He, therefore, didn't deserve her full attention. When had Fry started to invade her mind? Curiosity overtook her... there had to be a reason for his remaining chief among her thoughts.

She grabbed a piece of paper and sketched out the pros and cons of Fry. The latter were the most obvious. She always returned to the concrete fact of his immaturity and laziness as an excuse to avoid taking that final step into a serious date. Then, there was his inability to maintain a long-term relationship...

Leela realized that his most lengthy affair had been with Michelle, and remembering how badly that woman had treated him set her teeth on edge. Firmly, Leela released her negativity, focusing on his positives.

His kindness topped the list, followed by his obvious devotion and loyalty. He could be thoughtful, and romantic. He had made sacrifices for her; even risked his life to save hers. He had told her he loved her; was it just talk, to get her into bed? She knew that he didn't find her physically repulsive.

...Like the radiator... and the mermaid.... and Amy... and his own grandmother... Then Leela stopped, realizing that after her affairs with Zapp, that liar Alkazar, and even Chaz, her own judgment was faulty.

Not one of them had come to visit her during her convalescence from the coma. There had been flowers, of course, but none of her ex-boyfriends or lovers had offered real human contact and comfort.

Remembering the space bees forced Leela to further examine her tendency to see Fry as somewhat childish. The times she had saved Fry from himself flashed through her mind...which created another debit in the "con" column... yet he had rescued her too, more than once. The positives he had brought to her life were just as true and real as his occasional foibles.

If they hadn't met, she would still be stuck in her mind-numbing job as a fate assignment officer. Even if she had somehow found the inspiration to break away from her assignment, and made it to the Planet Express building, she could have ended up married to Al, forever on the receiving end of his deceit. If she had escaped Al, she would have died in the PE Ship last Valentine's Day. But, chief among her memories rang a startling fact; if she hadn't met Fry, she would have killed her own parents.

Leela shuddered, remembering their sad acceptance as she had prepared to slaughter them, just for revenge. They would not have fought her, and then she would have been truly alone.

She looked at the list before her; the bare facts of her friendship with Fry laid out in black and white. She knew his strongest flaw was his inability to stay committed to one woman for any length of time, when what she desired most was a stable family. So the battle raged: loyalty versus infidelity. Devotion versus annoyance.

She crumpled up the paper and fell into bed. Even the facts couldn't stop her from turning over their lives in her mind.

Tomorrow, she would seek advice.

"...So, Amy's always on the phone with Kif, the Professor's locked in his lab, Hermes is busy collating something, and I can't tell Bender, because he'd tell everyone else." She stirred her coffee before taking a sip. "You're the only person around who's not busy, and I trust you." She put down the coffee and took a deep breath before asking, "Do you think I should go out on a real date with Fry?"

"Yay! Zoidberg is needed!"

Leela groaned, laying her head against her palm. "This is so humiliating." Dr. Zoidberg continued to smile obliviously at her, and guilt pricked her conscience. Everyone tended not to notice the crustacean, perhaps because of his desperation to be accepted.

"Let me help you with your problem, why not?" he asked, hope in his voice.

"I like Fry. As a friend. But what if it doesn't work out?"

"What's the worry? It's one date, not a relationship! Zoidberg hasn't had a date in three years. THREE YEARS!"

"But I don't want to get his hopes up."

"Fry would sell his second spleen for one day with you. Give him a chance."

She sighed: why bother fighting it anymore? "Thank you. Can I repay you in some way?"

"There's no need, friend." His eyes were on the doughnut in her right hand. Shrugging, she passed it to him, and he gobbled it up gratefully.

As she strode into the lounge, Leela thought about her time with Fry; how he had treated her when he had the worms. More importantly, how he had risked himself for her safety, and that was without any interference from another life form. She didn't need any more artifice to know that he was a nice enough guy. It was time to just bite the bullet and say it.

"Fry?"

He sat up straighter. "Oh, hey, Leela!"

She turned to Bender, "would you mind waiting outside?"

"Anything you can say in fronta Fry you can say in fronta me, meatbag."

She sighed. "I guess there's no use hiding it anyway. Fry, how would you like to go out on a date tonight?"

Fry leapt to his feet. "This is the greatest day of my life!"

"I'll take that as a yes."

"I'm gonna rent a tuxedo, and take you to the best restaurant in town!"

Bender swiveled towards Fry. "What are you, nuts?! You ain't got no..." Fry held out a bottle of beer. "Oooh!" He seized it.

"You don't have to take me to Elzar's." She thought for a moment. "How expensive is it again? No, no, you don't need to do that: you've been trying so hard and you've been so patient that I should pay."

"But..."

She grabbed him by the collar. "I'll pay, okay?"

"Uh, okay," he nodded. She released his collar and patted him gently on the shoulder, then turned and left the room.